Exhibit 3.1

                               STATE OF MINNESOTA
                        OFFICE OF THE SECRETARY OF STATE
                              ARTICLES OF AMENDMENT
                        OF CYBERSTAR COMPUTER CORPORATION

         Pursuant to the provisions of Minnesota Statutes Section 302A.135,  the
following  amendment to the  Articles of  Incorporation  of  Cyberstar  Computer
Corporation,  a Minnesota  corporation,  was  approved  and adopted  pursuant to
Minnesota Statutes Chapter 302A.

         The Articles of  Incorporation  of Cyberstar  Computer  Corporation are
hereby amended and restated in their entirety to read as follows:

                      ARTICLE I. NAME AND REGISTERED OFFICE

     1.01  Name. The name of this Corporation is eNetpc, Inc.
           ----

     1.02  Registered  Office.  The  location  and post  office  address  of the
           -------------------
registered  office of this  Corporation  in the State of Minnesota is 6825 Shady
Oak Road, Eden Prairie, Minnesota 55344.

                       ARTICLE II. SHARES AND SHAREHOLDERS

     2.01  Number of Shares.  The  aggregate  number of shares of capital  stock
           ----------------
which this Corporation  shall have the authority to issue is 20,000,000  shares,
each with $.01 par value.  Such shares shall  consist of one class and series of
voting common stock with equal rights and  preferences in all matters unless and
until  separate  classes  and/or series are authorized by the Board of Directors
pursuant to Section 2.02 of these Articles of Incorporation.

     2.02  Classes of Shares.  The Board of  Directors  may,  from time to time,
           -----------------
establish by  resolution  different  classes or series of shares and may fix the
rights and preferences of said shares in any class or series.

     2.03 Issuance of Shares. The Board of Directors shall have the authority to
          ------------------
issue  shares of a class or  series to  holders  of shares of  another  class or
series to effectuate share dividends,  splits,  or conversion of its outstanding
shares.

     2.04 Preemptive  Rights.  No shareholder of the Corporation  shall have any
          ------------------
preemptive  rights to subscribe  for or purchase  his, her or its  proportionate
share of any stock of the Corporation, now or hereafter authorized or issued.


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     2.05 Cumulative  Voting.  No shareholder of the Corporation  shall have the
          ------------------
right to cumulate  his, her or its votes in the election of directors or for any
other purpose whatsoever.

                           ARTICLE III. WRITTEN ACTION

     Any action, other than an action requiring shareholder  approval,  required
or  permitted  to be taken  at a  meeting  of the  Board  of  Directors  of this
Corporation  may be taken by written  action  signed by the number of  directors
required to take the same action at a meeting of the Board of Directors at which
all directors were present.  Any action requiring  shareholder approval required
or  permitted  to be taken  at a  meeting  of the  Board  of  Directors  of this
Corporation may be taken by written action signed by all of the directors.

                  ARTICLE IV. LIMITATION ON DIRECTORS LIABILITY

     A  director  of the  Corporation  shall  not be  personally  liable  to the
Corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director,  except for (i)  liability  based on a breach of the duty of
loyalty to the  Corporation  or its  shareholders;  (ii)  liability  for acts or
omissions not in good faith or that involve intentional  misconduct or a knowing
violation of law; (iii) liability  based on the payment of an improper  dividend
or an improper  repurchase of the  Corporation's  stock under Section 559 of the
Minnesota  Business  Corporation  Act (Minnesota  Statutes,  Chapter 302A) or on
violations of Minnesota  state  securities  laws  (Minnesota  Statutes,  Section
80A.23);  (iv) liability for any transaction  from which the director derived an
improper  personal benefit;  or (v) liability for any act or omission  occurring
prior to the date this  Article  IV becomes  effective.  If  Chapter  302A,  the
Minnesota  Business  Corporation  Act,  hereafter  is amended to  authorize  the
further  elimination  or  limitation  of the  liability of  directors,  then the
liability of a director of the  Corporation,  in addition to the  limitation  on
personal  liability  provided  herein,  shall be limited to the  fullest  extent
permitted by the amended Chapter 302A, the Minnesota  Business  Corporation Act.
Any  repeal  or  modification  of  this  Article  by  the  shareholders  of  the
Corporation  shall be  prospective  only,  and shall not  adversely  affect  any
limitation on the personal  liability of a director of the Corporation  existing
at the time of such repeal or  modification.  The  provisions of this Article IV
shall not be deemed to limit or preclude  indemnification  of a director by this
Corporation for any liability of a director which has not been eliminated by the
provisions of this Article IV.

                ARTICLE V. AMENDMENT OF ARTICLES OF INCORPORATION

     Any  amendment  of these  Articles of  Incorporation  may be adopted by the
affirmative  vote of the holders of record of a majority of the total  number of
issued and  outstanding  shares of each class and series of voting  stock of the
Corporation,  except  where  a  larger  proportion  is  required  by  law  or  a
shareholder control agreement.

                         ARTICLE VI. AMENDMENT OF BYLAWS

     The Board of Directors shall be vested with the power to make, alter, amend
or rescind all or any of the Bylaws of this corporation, subject to the power of
the  shareholders  to  change  or  repeal  such  Bylaws;  provided  the Board of
Directors shall not make or alter any Bylaw fixing their number, qualifications,
classifications, or term of office.


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     The foregoing Amended and Restated  Articles of Incorporation  supercede in
their  entirety  the  original  Articles  of  Incorporation  and all  amendments
thereto.


     I swear  that  the  foregoing  is true  and  accurate  and  that I have the
authority to sign these Amended and Restated Articles of Incorporation on behalf
of the corporation.


                                            CYBERSTAR COMPUTER CORPORATION



Dated:    August 8, 2000                    By /S/  Richard Pomije
                                            ------------------------------------
                                            Name:  Richard Pomije
                                            ------------------------------------
                                            Title:   Secretary
                                            ------------------------------------

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